Exhibit 10.7


 


EXECUTION COPY


EXHIBIT F


 


FORTRESS RESTRICTIVE COVENANT AGREEMENT



 


THIS FORTRESS RESTRICTIVE
COVENANT AGREEMENT (as may be amended or modified from time to time, this “Agreement”) is made and entered
into as of November 12, 2018, by and between InvaGen Pharmaceuticals Inc., a New York corporation (“Buyer”),
and Fortress Biotech, Inc., a Delaware corporation (“Fortress”).


 


WHEREAS, Avenue
Therapeutics, Inc., a Delaware corporation (the “Company”), Madison Pharmaceuticals Inc., and Buyer have entered
into that certain Stock Purchase and Merger Agreement, dated as of the date hereof (the “SPMA”); and


 


WHEREAS, Fortress
is receiving a substantial economic benefit from the transactions contemplated by the SPMA, and Buyer would not have entered into
the SPMA without the execution and delivery by Fortress of this Agreement.


 


NOW THEREFORE,
in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties agree as follows:


 


1.   
      Definitions. Capitalized terms used but not defined in this Agreement
shall have the respective meanings ascribed to them in the SPMA.


 


2.     
     Restrictive Covenants.


 


(a)          For a
period commencing on the date hereof and ending on the earlier of (i) (x) the termination of the SPMA in accordance with its terms
if at the time of such termination the First Stage Closing has not occurred or (y) the date that is five years after the termination
of the SPMA in accordance with its terms if at the time of such termination the First Stage Closing has occurred and (ii) five
years after the Second Stage Closing Date (such period, the “Term”), Fortress shall (1) not (and Fortress shall
cause its Affiliates, other than the Designated Affiliates, not to), on its own or through any other Person, engage or participate
in, or render services to (whether as owner, operator, member, stockholder, manager, consultant, strategic partner, employee or
otherwise) any Person engaged in, the business of hospital administered pain management anywhere in the world other than Canada,
Central America or South America, including licensing, acquiring or seeking to develop Intellectual Property relating in any manner
to hospital administered pain management, including by means of a collaboration agreement, partnership, joint venture, or other
investment, or through sponsorship, management, research or development arrangements and (2) be deemed to be in breach of this
Agreement if either of the Designated Affiliates, on its own or through any other Person, engages or participates in, or renders
services to (whether as owner, operator, member, stockholder, manager, consultant, strategic partner, employee or otherwise) any
Person engaged in, a business involving an FDA AP-rated 505(b)(2) NDA relating to the Product or an ANDA relating to the Product
anywhere in the world other than Canada, Central America or South America, including licensing, acquiring or seeking to develop
Intellectual Property relating in any manner to an FDA AP-rated 505(b)(2) NDA relating to the Product or an ANDA relating to the
Product, including by means of a collaboration agreement, partnership, joint venture, or other investment, or through sponsorship,
management, research or development arrangements. During the Term, Fortress shall not (and Fortress shall cause its Affiliates
not to), directly or indirectly, use or transfer to another Person, or facilitate the use or transfer by or to another Person,
of any Investigational New Drug, NDA, “regulatory documents”, “essential documents” or any amendments thereto,
any data or information contained in the files submitted to the FDA, or any other information or data, in each case, related to
the Product or improvements thereon.


 




     


     


    

 


(b)         During
the Term, Fortress shall not (and Fortress shall cause its Affiliates, other than the Designated Affiliates, not to) directly or
indirectly, (i) solicit for employment, recruit or hire, either as an employee or a consultant, any employee, consultant or independent
contractor of the Company (other than as described in Schedule 1 hereto), Buyer, Cipla Limited (“Cipla”)
or any of their respective Affiliates who was an employee, consultant or independent contractor of the Company, Buyer, Cipla or
any of their respective Affiliates as of the date of this Agreement or at any time thereafter and prior to the expiration of the
Term to become an employee or consultant of, or otherwise provide services to, Fortress or any of its Affiliates, (ii) interfere
or attempt to interfere with any transaction, agreement, prospective agreement, business opportunity or business relationship relating
to the Product in which the Company, Buyer, Cipla or any of their respective Affiliates is involved in as of the date of this Agreement
or at any time thereafter and prior to the expiration of the Term or (iii) otherwise engage or participate in any effort or act
to induce any Person to discontinue a relationship with the Company, Buyer or Cipla or any of their respective Affiliates. During
the Term, Fortress shall be deemed to be in breach of this Agreement if either of the Designated Affiliates directly or indirectly,
interferes or attempts to interfere with any transaction, agreement, prospective agreement, business opportunity or business relationship
relating to the Product in which the Company, Buyer, Cipla or any of their respective Affiliates is involved in as of the date
of this Agreement or at any time thereafter and prior to the expiration of the Term.


 


(c)          Fortress
shall (and Fortress shall cause its Affiliates and Representatives to) keep confidential and not disclose to any other Person or
use any information, technology, know-how, trade secrets, product formulas, industrial designs, franchises, inventions or other
industrial and intellectual property in Fortress’ possession or control regarding the Company or its businesses (unless and
to the extent compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other Legal Requirements).
The obligations of Fortress under this Section 2(c) shall not apply to information that (i) is obtained from public information,
(ii) is received from a third party after the date hereof not, to the actual knowledge of Fortress after reasonable investigation,
subject to any obligation of confidentiality with respect to such information, or (iii) is or becomes known to the public, other
than through a breach of this Agreement.


 




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(d)          For
purposes of this Agreement, “Designated Affiliate” shall mean each of Mustang Bio, Inc., a Delaware corporation
(“Mustang”), and Checkpoint Therapeutics, Inc., a Delaware corporation (“Checkpoint”), only
if (i) none of Fortress or its Affiliates (other than Mustang or Checkpoint) or Representatives have, directly or indirectly, provided
guidance or encouragement to, or suggested, requested or directed to, take any action which would constitute a failure to comply
with this Agreement if taken by Fortress and (ii) any designee of Fortress or any of its Affiliates on the board of directors (or
similar governing body) of Mustang or Checkpoint, as applicable, shall have recused himself or herself from participating in discussions
or voting with respect to the action which, but for the exception for Designated Affiliates in Section 2, would constitute
a failure to comply with this Agreement.


 


(d)          Fortress
hereby acknowledges and agrees that the provisions of this Agreement shall supersede the provisions of Section 1.3.2 of
the MSA (as defined in the Waiver Agreement).


 


3.     
     Representations and Warranties. Fortress represents and warrants to Buyer as follows:


 


(a)         (i)
It is a corporation duly organized, validly existing and in good standing under the laws of Delaware, (ii) it is duly licensed
and qualified to conduct its business in each jurisdiction where the nature of the properties owned, leased or operated by it and
the business transacted by it requires such licensing or qualification, except where any such failures to be so qualified or licensed
have not had, or are not reasonably likely to have, a material adverse effect on the ability of Fortress to perform its obligations
under or to consummate the transactions contemplated by this Agreement, and (iii) it holds all necessary corporate power and authority
to own, license and operate its assets and properties, to conduct its business, to enter into this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby.


 


(b)          The
execution and delivery of this Agreement by Fortress and the performance by Fortress of its obligations hereunder have been duly
authorized by all requisite action on the part of Fortress, and no other actions or proceedings on the part of Fortress are necessary
to authorize the execution and delivery of this Agreement.


 


(c)          This
Agreement has been duly executed and delivered by Fortress and constitutes the valid and binding agreement of Fortress, enforceable
against Fortress in accordance with its terms.


 


(c)          The
execution or delivery by Fortress of this Agreement or the performance by Fortress of its obligations under this Agreement will
not (i) result in any breach of any provision of Fortress’ certificate of incorporation or bylaws, as amended, (ii) result
in any breach of, require (with or without notice or lapse of time or both) any payment, consent or notice or constitute a default
(or give rise to any right of purchase, termination, amendment, acceleration or cancellation) under any Contract or order or judgment
to which Fortress is a party or by which it or its assets are bound, (iii) result in the creation of an Encumbrance, or (iv) violate
any applicable Legal Requirement, other than, in the case of clauses (ii) through (iv), such breaches, defaults or violations that
have not had, or are not reasonably likely to have, a material adverse effect on the ability of Fortress to perform its obligations
under or to consummate the transactions contemplated by this Agreement.


 




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4.     
     Remedies. Buyer and Fortress acknowledge and agree that the remedies at law for any
breach by Fortress of any of the covenants or provisions of this Agreement are inadequate, and that Buyer shall be entitled
to an injunction, specific performance or other equitable relief against Fortress in the event of any breach, Fortress agrees
to reimburse Buyer any and all fees, costs and expenses (including reasonable attorneys’ fees) incurred for purposes of
enforcing this Agreement in the event such enforcement is either consented to by Fortress or ordered by a court of competent
jurisdiction. Without limiting the foregoing, in the event of a breach or threatened breach by Fortress of the terms of this
Agreement, Buyer shall be entitled, if it so elects, to: (a) have the provisions of this Agreement specifically enforced by
any court having equity jurisdiction or to enjoin Fortress from any further violation of this Agreement; (b) require Fortress
to account for and pay over to Buyer all compensation, profits, monies, accruals, increments or other benefits derived or
received by Fortress as the result of any transactions constituting a breach of this Agreement, and Fortress hereby agrees to
promptly account for and pay over such benefits to Buyer; and (c) institute legal proceedings to obtain other monetary
damages for any such breach. Without limiting the foregoing, Buyer shall be entitled to set-off any amount owed by
Fortress under this Agreement as a result of its breach hereof against any amount owed to Fortress or any of its Affiliates
under the SPMA or any Ancillary Agreement. Each of the rights and remedies enumerated above shall be independent of the
others, and shall be severally enforceable, and all of such rights and remedies shall be in addition to, and not in lieu of,
any other rights and remedies available to Buyer at law or in equity.


 


5.  
        Severability. In the event that any of the covenants or provisions
of Section 2 hereof may be determined to be invalid, illegal or unenforceable by a court of competent jurisdiction in
a final non-appealable judgment or order as a result of any time or scope (geographic or otherwise) limitations provided
therein, Buyer and Fortress expressly agree that such covenants and provisions shall be effective nevertheless for the
greatest period of time and within the greatest scope (geographic or otherwise) that would not render them invalid, illegal
or unenforceable, and in such event Fortress hereby consents that such provisions may be judicially modified accordingly in
any proceeding brought to enforce the provisions of Section 2 hereof. Any other covenant or provision of this
Agreement that may be determined to be invalid, illegal or unenforceable shall be ineffective only to the extent of such
invalidity, illegality or unenforceability without invalidating or rendering unenforceable any remaining provisions of this
Agreement.


 


6.    
      Tolling Period. The obligations contained in Section 2 hereof shall be
extended by any length of time during which Fortress is or was in breach of any such obligations.


 




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7.    
      Acknowledgments. Fortress hereby acknowledges and agrees that (a) this
Agreement (including the time, scope (geographic or otherwise) or any other limitations provided in Section 2 hereof)
is reasonable and necessary for the protection of the immediate interests of Buyer, and that any violation of this Agreement
would cause substantial injury to Buyer and that Buyer would not have entered into the SPMA, this Agreement and the other
Ancillary Agreements without receiving the additional consideration offered by Fortress in binding itself to this Agreement;
(b) the scope of this Agreement, in terms of duration, geographic area, activities restricted and otherwise, is reasonable;
and (c) counsel for Fortress has reviewed this Agreement.


 


8.
          Miscellaneous.


 


		a.	Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto with respect to the subject matter of this Agreement and supersedes any and all prior
agreements, negotiations, correspondence, undertakings, understandings and communications of the parties hereto with respect to
the subject matter of this Agreement.



 


		b.	Transaction Costs. Except as otherwise provided
herein, the parties to this Agreement will pay their own costs and expenses (including legal, accounting and other fees) relating
to this Agreement.



 


		c.	Modifications. Any amendment or modification to
this Agreement, including this undertaking itself, shall only be valid if effected by an instrument or instruments in writing
and shall be effective against each of the parties hereto that has signed such instrument or instruments. The parties agree that
they jointly negotiated and prepared this Agreement and that this Agreement will not be construed against any party on the grounds
that such party prepared or drafted the same.



 


		d.	Notices.
                                         Notices will be deemed to have been received (a) upon
                                         receipt of a registered letter, (b) three Business Days following proper deposit with
                                         an internationally recognized express overnight delivery service, or (c) in the case
                                         of transmission by email, as of the date so transmitted (or if so transmitted after normal
                                         business hours at the place of the recipient, on the Business Day following such transmission):



 


If to Fortress:


 


Fortress Biotech, Inc.


2 Gansevoort Street, 9th Floor


New York, NY 10014


Attn: Dr. Lindsay Rosenwald, M.D.


Email: lrosenwald@fortressbiotech.com


 


With a copy (which shall not constitute
notice) to:


 


Fortress Biotech, Inc.


2 Gansevoort Street, 9th Floor


New York, NY 10014


Attn: Samuel W. Berry, Esq.


Email: sberry@fortressbiotech.com


 




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If to Buyer:


 


InvaGen Pharmaceuticals Inc.


Site B, 7 Oser Ave.


Hauppauge, NY 11788


c/o


A.S. Kumar,
Esq.


Global General
Counsel


Cipla Ltd.


Cipla House,
Peninsula Business Park,


Ganapatrao
Kadam Marg, Lower Parel West,


Mumbai, Maharashtra
400013, India


Email: as.kumar@cipla.com
and cosecretary@cipla.com


 


With a copy (which shall not constitute
notice) to:


 


InvaGen Pharmaceuticals Inc.


Site B, 7 Oser Ave.


Hauppauge, NY 11788


c/o


Nishant Saxena


Global Chief Strategy Officer


Cipla Ltd.


Cipla House, Peninsula Business Park,


Ganapatrao Kadam Marg, Lower Parel West,


Mumbai, Maharashtra 400013, India


Email: nishant.saxena@cipla.com


 


With a copy (which shall not constitute
notice) to:


 


Hughes Hubbard & Reed LLP


One Battery Park Plaza


New York, NY 10004-1482


Attn: Kenneth A. Lefkowitz


Email: ken.lefkowitz@hugheshubbard.com


 


or to such other address as
may be hereafter communicated in writing by the parties in a notice given in accordance with this Section 8(d), which address
shall then apply to the respective notice provisions of the SPMA and all other Ancillary Agreements.


 




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		e.	Public Announcements. Except as required by Legal
Requirements or by the requirements of any stock exchange on which the securities of a party hereto or any of its Affiliates are
listed, no party to this Agreement will make, or cause to be made, any press release or public announcement in respect of this
Agreement or the transactions contemplated hereby or otherwise communicate with any news media with respect to the foregoing without
prior notification to the other parties, and the parties to this Agreement will consult with each other and cooperate as to the
form, timing and contents of any such press release, public announcement or disclosure.



 


		f.	Severability.
                                         Each provision of this Agreement will be interpreted
                                         in such manner as to be effective and valid under applicable Legal Requirements, but
                                         if any provision of this Agreement is found to be unenforceable or invalid under applicable
                                         Legal Requirements, such provision will be ineffective only to the extent of such unenforceability
                                         or invalidity, and the parties will negotiate in good faith to modify this Agreement
                                         so that the unenforceable or invalid provision is replaced by such valid and enforceable
                                         provision which the parties consider, in good faith, to match as closely as possible
                                         the invalid or unenforceable provision and to achieve the same or a similar economic
                                         effect and to give effect to the parties’ original intent. The remaining provisions
                                         of this Agreement will continue to be binding and in full force and effect.



 


		g.	Assignment.
                                         No party hereto may assign, in whole or in part, or
                                         delegate all or any part of its rights, interests or obligations under this Agreement
                                         without the prior written consent of the other party. Any assignment or delegation made
                                         without such consent will be void. Notwithstanding the foregoing, Buyer shall be entitled
                                         to (a) assign its rights under this Agreement to any one of its Affiliates, and (b) assign
                                         any or all of its rights and obligations under this Agreement (in whole or in part) as
                                         collateral security in a financing transaction.



 


		h.	Governing
                                         Law. This Agreement
                                         and any claims or causes of action pursuant to it will be governed by and construed in
                                         accordance with the laws of the State of Delaware, without regard for its principles
                                         of conflict of laws.



 


		i.	Specific
                                         Performance. Each party
                                         acknowledges and agrees that the other party would be irreparably damaged if the provisions
                                         of this Agreement are not performed in accordance with their terms and that any breach
                                         of this Agreement and the non-consummation of the transactions contemplated hereby by
                                         either party could not be adequately compensated in all cases by monetary damages alone.
                                         Accordingly, in addition to any remedy to which such other party may be entitled under
                                         Section 8(j), provisional measures and injunctive relief necessary to protect
                                         the possibility of each party to seek specific performance from the other from the tribunal
                                         referred to in Section 8(j) can be sought from any court of competent jurisdiction.
                                         Each of the parties hereto (i) agrees that it shall not oppose the granting of any such
                                         relief and (ii) hereby irrevocably waives any requirement for the security or posting
                                         of any bond in connection with any such relief (it is understood that clause (i) of this
                                         sentence is not intended to, and shall not, preclude any party hereto from litigating
                                         on the merits the substantive claim to which such remedy relates).



 




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		j.	Submission
                                         to Jurisdiction. Each
                                         of the parties hereto irrevocably agrees that any Proceeding with respect to this Agreement and
                                         the rights and obligations arising hereunder, or for recognition and enforcement of any
                                         judgment in respect of this Agreement and the rights and obligations arising
                                         hereunder brought by any other party hereto or its successors or assigns, shall be brought
                                         and determined exclusively in the Court of Chancery of the State of Delaware, or in the
                                         event (but only in the event) that such court does not have subject matter jurisdiction
                                         over such action or proceeding, in the federal courts sitting in the State of Delaware.
                                         Each of the parties hereto agrees that mailing of process or other papers in connection
                                         with any such action or proceeding in the manner provided in Section 8(d),
                                         or in such other manner as may be permitted by applicable Legal Requirements, will be
                                         valid and sufficient service thereof. Each of the parties hereto hereby irrevocably submits
                                         with regard to any such action or proceeding for itself and in respect of its property,
                                         generally and unconditionally, to the personal jurisdiction of the aforesaid courts and
                                         agrees that it will not bring any action relating to this Agreement or any
                                         of the transactions contemplated by this Agreement in any court or tribunal
                                         other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives,
                                         and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise,
                                         in any action or proceeding with respect to this Agreement and the rights and
                                         obligations arising hereunder, or for recognition and enforcement of any judgment in
                                         respect of this Agreement and the rights and obligations arising hereunder:
                                         (a) any claim that it is not personally subject to the jurisdiction of the above named
                                         courts for any reason other than the failure to serve process in accordance with this Section
                                         8(j); (b) any claim that it or its property is exempt or immune from jurisdiction
                                         of any such court or from any legal process commenced in such courts (whether through
                                         service of notice, attachment prior to judgment, attachment in aid of execution of judgment,
                                         execution of judgment or otherwise); and (c) to the fullest extent permitted by the applicable
                                         Legal Requirements, any claim that (i) the suit, action or proceeding in such court is
                                         brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is
                                         improper, or (iii) this Agreement, or the subject matter hereof, may not be enforced
                                         in or by such courts.



 




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		k.	Waiver
                                         of Jury Trial. EACH
                                         PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS
                                         LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY
                                         AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
                                         LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT or
                                         the transactions contemplated hereby. EACH PARTY TO THIS AGREEMENT CERTIFIES
                                         AND ACKNOWLEDGES THAT: (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
                                         OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN
                                         THE EVENT OF A LEGAL ACTION; (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER;
                                         (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY; AND (D) SUCH PARTY HAS BEEN INDUCED TO
                                         ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS
                                         IN THIS SECTION 8(k).



 


		l.	Waiver. Any term or condition of this Agreement
may be waived at any time by the party that is entitled to the benefit thereof, but no such waiver shall be effective unless set
forth in a written instrument duly executed by or on behalf of the party waiving such term or condition, and no waiver by any
party of any default, misrepresentation, or breach of warranty or covenant hereunder, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty, covenant or agreement hereunder or affect in any way any rights
arising by virtue of any such prior or subsequent occurrence. No failure or delay of any party in exercising any right or remedy
hereunder shall operate as a waiver thereof, and no waiver by any party of any term or condition of this Agreement, in any one
or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of this Agreement
on any future occasion.



 


		m.	Counterparts;
                                         Facsimile Signature. This
                                         Agreement may be executed in one (1) or more counterparts, by original or facsimile (or
                                         other such electronically transmitted) signature, each of which will be deemed an original,
                                         but all of which will constitute one and the same instrument. Any party executing this
                                         Agreement by facsimile (or other such electronically transmitted) signature shall, upon
                                         request from another party hereto, promptly deliver to the requesting party an original
                                         counterpart of such signature.



 


		n.	Rights
                                         Cumulative. All rights
                                         and remedies of each of the parties under this Agreement will be cumulative, and the
                                         exercise of one or more rights or remedies will not preclude the exercise of any other
                                         right or remedy available under this Agreement or applicable Legal Requirements.



 




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		o.	Interpretation.
                                         (a) The words “hereof”,
                                         “herein”, and “hereunder” and words of similar import, when used
                                         in this Agreement, shall refer to this Agreement as a whole and not to any particular
                                         provision of this Agreement; (b) the words “date hereof,” when used
                                         in this Agreement, shall refer to the date set forth in the Preamble; (c) the terms
                                         defined in the singular have a comparable meaning when used in the plural, and vice versa;
                                         (d) the terms defined in the present tense have a comparable meaning when used in
                                         the past tense, and vice versa; (e) any references herein to a specific Section
                                         or Article shall refer, respectively, to Sections or Articles of this Agreement; (f) wherever
                                         the word “include”, “includes”, or “including” is
                                         used in this Agreement, it shall be deemed to be followed by the words “without
                                         limitation”; (g) references herein to any gender includes each other gender;
                                         (h) the word “or” shall not be exclusive; (i) the headings herein
                                         are for convenience of reference only, do not constitute part of this Agreement and shall
                                         not be deemed to limit or otherwise affect any of the provisions hereof; (j) any references
                                         herein to any Governmental Authority shall be deemed to also be a reference to any successor
                                         Governmental Authority thereto; and (k) the parties hereto have participated jointly
                                         in the negotiation and drafting of this Agreement and, in the event that an ambiguity
                                         or question of intent or interpretation arises, this Agreement shall be construed as
                                         jointly drafted by the parties hereto and no presumption or burden of proof shall arise
                                         favoring or disfavoring any party by virtue of the authorship of any provision of this
                                         Agreement.



 


		p.	Survival.
                                         This Section 8 shall survive any termination
                                         of this Agreement.



 


[SIGNATURE PAGE TO FOLLOW]


 




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IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date first set forth above.


 










	Fortress Biotech, Inc.	 
	 	 	 
	By:	/s/  Lindsay A. Rosenwald	 
	Name:   	Lindsay A. Rosenwald	 
	Title:	President and CEO	 
	 	 	 
	InvaGen Pharmaceuticals Inc.	 
	 	 	 
	By:	/s/ Deepak Agarwal	 
	Name:   	Deepak Agarwal	 
	Title:	CFO	 







 


[Signature Page to Fortress Restrictive
Covenant Agreement]


 




     


     


    

 


Schedule 1


 


Robert Criscola – may leave the Company and transition
to an Affiliate of Fortress after the filing of the NDA by the Company.


 


Amy Wheeler – may leave the Company and transition to
an Affiliate of Fortress after the Company completes its abdominoplasty study.


 


[Signature Page to Fortress Restrictive
Covenant Agreement]